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Agent, distributor, importer, authorised representative in Spain

An agent finds buyers and does not sign. A distributor buys the goods. The importer and the EU authorised representative carry product duties.

Published: 15 October 2026

A Turkish manufacturer selling into Spain meets four distinct roles, and each carries a different liability. An independent commercial agent (agente comercial) finds buyers and negotiates on the manufacturer's behalf, but does not sign contracts unless given that power and never owns the goods. A distributor buys the goods in its own name and resells them. An importer is the EU-established person who places the product on the EU market and answers for its conformity. An EU authorised representative takes on conformity tasks under a written mandate from the manufacturer. The Turkish word "ticari temsilci" is none of these; it means management and signing authority.

The commercial agent: Ley 12/1992 in Spain

Spain regulates the agency contract through Law 12/1992. Article 1 gives the definition: the agent undertakes, on a continuing basis and for remuneration, to promote commercial transactions on another's behalf, or to promote and conclude them; the agent is an independent intermediary and, unless agreed otherwise, does not bear the risk of the transactions.

Two articles draw the boundary of the model. Under Article 6 the agent promotes transactions but may conclude them in the principal's name only "when that power has been granted". Article 2 protects independence: a person who cannot organise their own activity and working time by their own criteria is an employee, not an agent.

Commission is governed by Articles 11 and 12. Commission is earned on transactions concluded through the agent's involvement; where the agent has exclusivity for a territory, commission is also due on transactions in that territory even if the agent did not broker them (Article 12.2). Commission is paid no later than the last day of the month following the quarter in which it accrued (Article 16). If the agent takes on the risk of transactions (del credere), the agreement must be in writing and state the commission, or it is void (Article 19).

The end of the contract is also in the law. For an indefinite contract the notice period is one month per year of the contract, up to six months (Article 25.2). An agent who brought in new clients may claim a goodwill indemnity, subject to equity; it cannot exceed the agent's average annual remuneration over the last five years (Article 28.3). Article 3 makes the law's provisions mandatory: the indemnity cannot be waived in advance by contract.

The distributor: the party that buys the goods

A distributor buys the goods in its own name and for its own account, stocks them and resells them. It carries the commercial risk. Spain has no specific statute for distribution contracts. Since its judgment of 15 January 2008 the Supreme Court (Tribunal Supremo) applies the goodwill indemnity of Law 12/1992 to distribution by analogy, but not automatically: the court examines in each case how far the distributor was integrated into the supplier's network, and the parties may exclude the analogy by contract. A judgment of 1 June 2020 adds that where the legal conditions are met, no reduction below the statutory maximum is allowed.

For the manufacturer the difference is clear. With a distributor, the sale is to the distributor, the distributor sets the resale price and keeps the end-customer relationship. With a commercial agent, the invoice goes from the manufacturer to the buyer and the customer relationship stays with the manufacturer.

The importer: established in the EU and responsible

The Market Surveillance Regulation (2019/1020) defines the importer as "any natural or legal person established within the Union who places a product from a third country on the Union market" (Article 3(9)). The General Product Safety Regulation (2023/988) uses the same definition (Article 3(10)) and requires importers to ensure that the product complies with the general safety requirement (Article 11).

Article 4 of Regulation 2019/1020 is the critical rule. Products covered by legislation such as construction products, machinery, low voltage, EMC and pressure equipment may be placed on the market only if there is an economic operator established in the Union responsible for them. That operator is one of four: an EU-established manufacturer, the importer, an authorised representative with a written mandate, or a fulfilment service provider. If the manufacturer is in Turkey and no authorised representative has been appointed, the role falls to the importer.

The EU authorised representative: a role created by written mandate

Under the General Product Safety Regulation a manufacturer appoints an authorised representative "by means of a written mandate" (Article 10(1)). The authorised representative performs the conformity tasks specified by the manufacturer. This is not a sales or marketing role; it covers tasks such as the technical file, declarations and contact with surveillance authorities. In distance sales the offer must show the name and address of the responsible person where the manufacturer is outside the EU (Article 19).

A commercial agent does not become an authorised representative without a written mandate. Saha İspanya does not accept such a mandate.

Product liability: Directive 2024/2853

The new Product Liability Directive (2024/2853) lists in Article 8 who can be held liable. The manufacturer of the defective product comes first. Where the manufacturer is established outside the EU, the importer and the authorised representative are liable; where there is neither, the fulfilment service provider is (Article 8(1)(c)). A distributor is liable only if, when asked by the injured person, it fails to identify an EU-established operator within one month (Article 8(3)).

The Directive applies to products placed on the market after 9 December 2026 (Article 2(1)); Member States must transpose it by the same date (Article 22(1)). An intermediary agent is absent from this list: a commercial agent who does not own the goods and does not place them on the market stays outside the chain.

Comparison table

RoleWho owns the goodsWho signs the contractProduct liability (2024/2853 Art. 8)Role under 2019/1020 and GPSRIndemnity at end of contract
Independent commercial agentManufacturerManufacturer and buyer; the agent signs only if given the power (Law 12/1992 Art. 6)Not listedNone; not an authorised representative without a written mandateGoodwill indemnity capped at one year's average remuneration (Art. 28); notice one month per year, up to six months (Art. 25)
DistributorDistributorDistributor, in its own nameOnly if it fails to identify an EU operator within one month (Art. 8(3))Importer role if it imports the goodsBy analogy and case by case (Tribunal Supremo, 15 January 2008)
ImporterImporterImporterLiable where the manufacturer is outside the EU (Art. 8(1)(c))Responsible economic operator (2019/1020 Art. 4); verifies conformity (GPSR Art. 11)No separate indemnity regime
EU authorised representativeManufacturerManufacturerLiable where the manufacturer is outside the EU (Art. 8(1)(c))Acts under written mandate (GPSR Art. 10)Depends on the mandate agreement

The Turkish word trap: acente or ticari temsilci

Two Turkish legal terms are often confused. Under Article 102 of the Turkish Commercial Code (TTK), an acente is a person who, without holding a position dependent on the business, undertakes by contract and on a continuing basis in a defined territory to broker contracts concerning the business, or to conclude them in the merchant's name. The Spanish "agente comercial" corresponds to this term.

Under Article 547 of the Turkish Code of Obligations (TBK), a ticari temsilci is the person to whom the owner of the business has granted authority to manage the business and to represent it under its trade name; that authority is registered in the trade registry. So "ticari temsilci" means management and signing authority.

If a Turkish manufacturer calls its agent in Spain "our ticari temsilci", it sends the wrong signal: that this person can sign on behalf of the company. The correct words are "acente" or "satış temsilcisi"; in English, independent commercial agent.

The tax dimension: permanent establishment risk

The double tax convention between Turkey and Spain (signed 5 July 2002, published in the BOE on 19 January 2004) ties this distinction to tax. Under Article 5(5), where a person has and habitually exercises in the other State an authority to conclude contracts in the name of the enterprise, the enterprise is deemed to have a permanent establishment there. Article 5(6) states that an enterprise does not have a permanent establishment merely because it does business through a broker, general commission agent or any other independent agent, provided the agent acts in the ordinary course of its business.

The result: an independent commercial agent without signing authority does not create a Spanish permanent establishment for the Turkish manufacturer. Granting the power to conclude contracts weakens that protection. The limit on authority is therefore a tax choice as much as a commercial one.

What Saha İspanya does here

Saha İspanya is an independent commercial agent based in Madrid. It finds buyers in Spain for Turkish manufacturers, leads the conversations and coordinates quotations, samples and visits. The manufacturer and the buyer sign the contract directly. Saha İspanya does not import, does not hold stock, does not sign, and does not act as distributor or EU authorised representative. Product conformity stays with the manufacturer; import and market placement responsibility stays with the Spanish buyer.

This article is general information. The specific contract, product group and tax position should be checked with a lawyer or a customs broker.

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